Filed: 23 Mar 21, 4:36pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2021
ALTRIA GROUP, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction|
|(Commission File Number)||(I.R.S. Employer|
|6601 West Broad Street,||Richmond,||Virginia||23230|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (804) 274-2200
(Former name or former address, if changed since last report.)
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbols||Name of each exchange on which registered|
|Common Stock, $0.33 1/3 par value||MO||New York Stock Exchange|
|1.000% Notes due 2023||MO23A||New York Stock Exchange|
|1.700% Notes due 2025||MO25||New York Stock Exchange|
|2.200% Notes due 2027||MO27||New York Stock Exchange|
|3.125% Notes due 2031||MO31||New York Stock Exchange|
|Emerging growth company||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 22, 2021, Thomas F. Farrell II, a director of Altria Group, Inc. (“Altria”) since 2008 and the independent Chairman of Altria’s Board of Directors (the “Board”), notified Altria of his decision to retire from service on the Board following the completion of his current term. Consequently, Mr. Farrell will not stand for re-election to the Board at Altria’s 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”), which is presently anticipated to be held on May 20, 2021. The Board will evaluate Board leadership succession and intends to appoint a new Chairman at its organizational meeting following the 2021 Annual Meeting.
Item 7.01. Regulation FD Disclosure.
In connection with Mr. Farrell’s decision to retire, Altria issued a press release on March 23, 2021, a copy of which is attached as Exhibit 99.1 and incorporated by reference in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)|
|ALTRIA GROUP, INC.|
|By:||/s/ W. HILDEBRANDT SURGNER, JR.|
|Name:||W. Hildebrandt Surgner, Jr.|
|Title:||Vice President, Corporate Secretary and|
|Associate General Counsel|
DATE: March 23, 2021